Share Termination Settled definition

Share Termination Settled in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.

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Share Termination Settled and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

Share Termination Settled in relation to the Transaction means that the Share Termination Alternative set forth above is applicable to the Transaction. Party B Payments in Shares: If, in respect of the Transaction, an amount is payable by Party B to Party A as a result of a breach of this Agreement by Party B or pursuant to “Early Unwind” below (a “Party B Payment Obligation”), Party B shall have the right, in its sole discretion, to satisfy any such Party B Payment Obligation by delivery to Party A of a number of Shares (the “Party B Payment Shares”), as calculated by the Calculation Agent, equal to the Party B Payment Obligation divided by the Share Delivery Value (as defined below), on the date when the Party B Payment Obligation would otherwise be due or as soon thereafter as is practicable in the reasonable determination of Party A, by giving irrevocable telephonic notice to Party A (confirmed in writing within three Currency Business Days) no later than 4:00 p.m. New York City time on the applicable Early Termination Date or Early Unwind Date. If a Nationalization, Insolvency or Merger Event has intervened, the provisions set forth above with respect to Share Termination Delivery Units deliverable by Party A shall apply, mutatis mutandis, to any Party B Payment Shares. The provisions set forth below under “Registration” shall apply to Party B Payment Shares as if they were Hedge Shares (as defined below) and without regard to the first sentence thereof or judgment as to whether the Party B Payment Shares require registration in order to be sold in the public market.

Examples of Share Termination Settled in a sentence

• If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11, 9.12 and 10.5 (as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to "Physically-settled" shall be read as references to "Share Termination Settled" and all references to "Shares" shall be read as references to "Share Termination Delivery Units".

• Failure to Deliver: Inapplicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11, 9.12 and 10.5 (as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to "Physically-settled" shall be read as references to "Share Termination Settled" and all references to "Shares" shall be read as references to "Share Termination Delivery Units".

• If the Transaction is to be Share Termination Settled, the provisions of Sections 9.8, 9.9, 9.10, 9.11 and 9.12 (each as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”.

• If the Transaction is to be Share Termination Settled, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 and 9.12 (each as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”.

• Further, the restrictions imposed on each Party under this Section 61.6 are not intended, and shall not be construed, to prohibit a Party from identifying the other Party in its internal business communications, provided that any Confidential Information in such communications remains subject to this Section 61.6.

• Failure to Deliver: Applicable Other applicable provisions: If this Transaction is to be Share Termination Settled, the provisions of Sections 9.9, 9.11, 9.12 and 10.5 (as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”.

• Failure to Deliver: Applicable Other applicable provisions: If this Transaction is to be Share Termination Settled, the provisions of Sections 6.6, 6.7, 6.8 and 6.10 of the Equity Definitions will be applicable, except that all references in such provisions to "Physically-Settled" shall be read as references to "Share Termination Settled" and all references to "Shares" shall be read as references to "Share Termination Delivery Units".

More Definitions of Share Termination Settled

Share Termination Settled in relation to this Transaction means that Share Termination Settlement is applicable to this Transaction. Maximum Delivery Threshold and Continuing Delivery Obligations: Notwithstanding the foregoing, the Company shall not be obligated on any Share Termination Delivery Date to deliver Share Termination Delivery Property in excess of the Maximum Delivery Threshold as of such date, with adjustments by the Calculation Agent to the Maximum Delivery Threshold to reflect the nature and amount of the Share Termination Delivery Units and any other variable relating to the exercise, delivery and settlement of this Transaction. In addition, to the extent the Company has not delivered any Share Termination Delivery Property as a result of the preceding sentence, the Company shall be obligated to deliver any such deficit as set forth under Continuing Delivery Obligations with appropriate adjustments by the Calculation Agent to such provision to reflect the nature and amount of the Share Termination Delivery Units and any other variable relating to the exercise, delivery and settlement of this Transaction.

Share Termination Settled and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction. (m) Governing Law; Waiver of Jury Trial. This Confirmation will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein. (n)

Share Termination Settled and all references to "Shares" shall be read as references to "Share Termination Delivery Units". "Share Termination Settled" in relation to this Transaction A SUBSIDIARY OF ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & CO. INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL BANK. REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA. REGISTERED BRANCH ADDRESS ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇. means that Share Termination Settlement is applicable to this Transaction.

Share Termination Settled in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction. {00050291;1} 17 (ii) Notwithstanding anything to the contrary in this Confirmation, any Payment Obligation under this Confirmation shall, for all purposes, be calculated as if the Maximum Number of Shares were equal to two times the product of the Number of Warrants and the Warrant Entitlement (without regard to the limitations on adjustment set forth in the second paragraph opposite the caption “Maximum Number of Shares” in Section 2) but any deliveries under Section 9(j)(i) shall be limited to the Maximum Number of Shares as defined in Section 2 hereof. In the event Company shall not have delivered to Dealer the full number of Shares or Restricted Shares otherwise deliverable by Company to Dealer pursuant to the terms of the Transaction because Company has not obtained shareholder approval pursuant to Section 9(q) for the Maximum Number of Shares to equal two times the product of the Number of Warrants and the Warrant Entitlement (without regard to the limitations on adjustment set forth in the second paragraph opposite the caption “Maximum Number of Shares” in Section 2) (such deficit, the “Approval Deficit Shares”), Company shall be continually obligated to deliver, from time to time, Shares or Restricted Shares, as the case may be, to Dealer until the full number of Approval Deficit Shares have been delivered pursuant to this Section 9(j)(ii), when, and to the extent that the Company obtains shareholder approval; provided that in no event shall Company deliver any Shares or Restricted Shares to Dealer pursuant to this Section 9(j)(ii) to the extent that such delivery would cause the aggregate number of Shares and Restricted Shares delivered to Dealer to exceed the Maximum Number of Shares as so increased pursuant to Section 9(q).

Share Termination Settled in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction. (m) Governing Law; Waiver of Jury Trial. This Confirmation will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein. (n)

Share Termination Settled in relation to the Transaction means that Share 26